A. The Company desires to retain the
Contractor to provide services (the
"SERVICES") as director as detailed in Schedule A attached hereto,
in regards to
the Company's management and operations, and

B. The Contractor has agreed to provide the Services to the Company
on the terms
and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the mutual
covenants and promises set forth
herein, and for other good and valuable
consideration, the receipt and sufficiency of which is
hereby acknowledged by
each, the parties hereto agree as follows:

ARTICLE
1
APPOINTMENT AND AUTHORITY OF CONTRACTOR

1.1 Appointment of Contractor. The Company
hereby appoints the Contractor to
perform the Services for the benefit of the Company as
hereinafter set forth,
and the Company hereby authorizes the
Contractor to exercise such powers as
provided under this Agreement. The Contractor accepts
such appointment on the
terms and conditions herein set forth.

1.2 Performance of Services. The Services hereunder have been and
shall continue
to be provided on the basis of the following terms and
conditions:

(a) the Contractor shall report
directly to an Officer and/or President of
the
Company;

(b) the Contractor shall
faithfully, honestly and diligently serve the
Company and cooperate with
the Company and utilize
maximum
professional skill and care to ensure that
all services rendered
hereunder, including the Services, are to
the satisfaction of the
<PAGE>
Company,
acting reasonably, and the Contractor shall provide any other
services not
specifically mentioned herein, but which by reason of the
Contractor's capability the Contractor knows or
ought to know to be
necessary to ensure that the best
interests of the Company are
maintained;
and

(c) the Company
shall report the results of the
Contractor's duties
hereunder as
may be requested by the Company from time to time.

1.3 Authority of Contractor. The Contractor shall
have no right or authority,
express or implied, to commit or otherwise
obligate the Company in any manner
whatsoever except to the extent specifically
provided herein or specifically
authorized in writing by the Company.

1.4 Independent Contractor. In performing the Services, the
Contractor shall be
an independent contractor and not an employee or agent
of the Company, except
that the Contractor shall be the agent of the Company
solely in circumstances
where the Contractor must be the agent to carry out its obligations
as set forth
in this Agreement. Nothing in this
Agreement shall be deemed to require the
Contractor to provide the Services exclusively to the Company and
the Contractor
hereby acknowledges that the Company is not required
and shall not be required
to make any remittances and payments
required of employers by statute on the
Contractor's behalf and the
Contractor or any of its agents shall not
be
entitled to the fringe benefits provided by the Company to its
employees.

ARTICLE 2
CONTRACTOR'S AGREEMENTS

2.1 Regulatory Compliance. The Contractor agrees to
comply with all applicable
securities legislation and regulatory
policies in relation to providing the
Services, including but not limited
to United States securities laws (in
particular, Regulation FD) and the policies of the United
States Securities and
Exchange Commission.

2.2 Prohibition Against Insider Trading. The Contractor hereby
acknowledges that
the Contractor is aware, and further agrees that
the Contractor will advise
those of its directors, officers, employees and
agents who may have access to
Confidential Information, that United States securities laws
prohibit any person
who has material, non-public information
about a company from purchasing or
selling securities of such a company or from
communicating such information to
any other person under circumstances in which it is
reasonably foreseeable that
such person is likely to purchase or sell such securities.

ARTICLE 3
COMPANY'S AGREEMENTS

3.1 Compensation Shares. The compensation for the
agreeing to enter into this
agreement and provide the Services shall be payable in 50,000
restricted shares
of the Company's common stock (the "Compensation Shares").

3.2 Voting of Compensation Shares. The
Contractor covenants and agrees that,
with respect to the Compensation Shares that it receives, it shall,
at all times
that it is the beneficial owner of such shares, vote such
shares on all matters
coming before it as a stockholder of the
Company in the same manner as the
majority of the board of directors of the Company shall
recommend.

3.3 Information. Subject to the terms of
this Agreement, including without
limitation Article 5 hereof, and provided that
the Contractor agrees that it
will not disclose any material non-public information
to any person or entity,

2
<PAGE>
the Company shall make available to the Contractor such information
and data and
shall permit the Contractor to have access to such
documents as are reasonably
necessary to enable it to perform the Services under this
Agreement. The Company
also agrees that it will act reasonably and
promptly in reviewing materials
submitted to it from time to time by the Contractor and inform the
Contractor of
any material inaccuracies or omissions in such materials.

ARTICLE 4
DURATION, TERMINATION AND DEFAULT

4.1 Effective Date. This Agreement shall become effective as of the
date written
above (the "Effective Date"), and shall continue for a period of
six months (the
"Term") or until earlier terminated pursuant to the terms of this
Agreement.

4.2 Termination. Without prejudicing any other rights that
the Company may have
hereunder or at law or in equity, the Company
may terminate this Agreement
immediately upon delivery of written notice to the Contractor
if:

(a) the Contractor breaches section
0 of this Agreement;

(b) the Contractor breaches
any other material term of this Agreement and
such breach
is not cured to the reasonable satisfaction of the Company
within
thirty (30) days after written notice describing the breach
in
reasonable
detail is delivered to the Contractor;

(c) the Company acting
reasonably determines that the Contractor
has
acted,
is acting or is likely to act in a manner detrimental
to the
Company or
has violated or is likely to violate the confidentiality of
any
information as provided for in this Agreement;

(d) the Contractor is
unable or unwilling to perform the Services under
this
Agreement, or

(e) the Contractor
commits fraud, serious neglect or misconduct in the
discharge of
the Services.

4.3 Duties Upon Termination. Upon termination of this
Agreement for any reason,
the Contractor shall upon receipt of all sums due and
owing, promptly deliver
the following in accordance with the directions of the Company:

(a) a final accounting,
reflecting the balance of expenses incurred on
behalf of
the Company as of the date of termination; and

(b) all documents pertaining
to the Company or this Agreement, including
but
not limited to, all books of
account, correspondence and
contracts, provided that the Contractor shall be
entitled thereafter
to inspect,
examine and copy all of the documents which it delivers in
accordance
with this provision at all reasonable times upon three
(3)
days' notice
to the Company.

4.4 Compensation of Contractor on
Termination. Upon termination of this
Agreement, the Contractor shall be
entitled to receive as its full and sole
compensation in discharge of obligations of the Company to the
Contractor under
this Agreement all sums due and payable under
this Agreement to the date of
termination and the Contractor shall have
no right to receive any further
payments; provided, however, that the
Company shall have the right to offset
against any payment owing to the Contractor under
this Agreement any damages,
liabilities, costs or expenses suffered by the Company
by reason of the fraud,

3
<PAGE>
negligence or wilful act of the Contractor, to
the extent such right has not
been waived by the Company.

ARTICLE 5
CONFIDENTIALITY AND NON-COMPETITION

5.1 Maintenance of Confidential Information. The Contractor
acknowledges that in
the course of its appointment hereunder the Contractor will,
either directly or
indirectly, have access to and be entrusted with
information (whether oral,
written or by inspection) relating to the Company or its
respective affiliates,
associates or customers (the "Confidential
Information"). For the purposes of
this Agreement, "Confidential Information" includes, without
limitation, any and
all Developments (as defined herein), trade secrets,
inventions, innovations,
techniques, processes,
formulas, drawings, designs,
products, systems,
creations, improvements, documentation, data, specifications,
technical reports,
customer lists, supplier lists, distributor
lists, distribution channels and
methods, retailer lists, reseller
lists, employee information, financial
information, sales or marketing plans,
competitive analysis reports and any
other thing or information whatsoever, whether copyrightable
or uncopyrightable
or patentable or unpatentable. The Contractor acknowledges that the
Confidential
Information constitutes a proprietary right,
which the Company is entitled to
protect. Accordingly the Contractor covenants and
agrees that during the Term
and thereafter until such time as all the
Confidential Information becomes
publicly known and made generally available through no action or
inaction of the
Contractor, the Contractor will keep in
strict confidence the Confidential
Information and shall not, without prior written consent of
the Company in each
instance, disclose, use or otherwise disseminate the
Confidential Information,
directly or indirectly, to any third party.

5.2 Exceptions. The general
prohibition contained in Section 0 against the
unauthorized disclosure, use or dissemination of the
Confidential Information
shall not apply in respect of any Confidential Information
that:

(a) is available to the public
generally in the form disclosed;

(b) becomes part of the public
domain through no fault of the Contractor;

(c) is already in the lawful
possession of the Contractor at the time of
receipt of
the Confidential Information; or

(d) is compelled by
applicable law to be disclosed, provided
that the
Contractor
gives the Company prompt written notice of such requirement
prior to
such disclosure and provides assistance in obtaining an order
protecting
the Confidential Information from public disclosure.

5.3 Developments. Any information,
data, work product or any other thing or
documentation whatsoever which the
Contractor, either by itself or
in
conjunction with any third party,
conceives, makes, develops, acquires or
acquires knowledge of during the Contractor's
appointment with the Company or
which the Contractor, either by itself or in
conjunction with any third party,
shall conceive, make, develop, acquire or acquire knowledge of
(collectively the
"Developments") during the Term or at any time
thereafter during which the
Contractor is engaged by the Company that is
related to the business of the
Company shall automatically form part of the Confidential
Information and shall
become and remain the sole and exclusive property of the
Company. Accordingly,
the Contractor does hereby irrevocably,
exclusively and absolutely assign,
transfer and convey to the Company in perpetuity all worldwide
right, title and
interest in and to any and all Developments and
other rights of whatsoever
nature and kind in or arising from or
pertaining to all such Developments
created or produced by the Contractor
during the course of performing this

4
<PAGE>
Agreement, including, without limitation, the right to
effect any registration
in the world to protect the foregoing rights. The
Company shall have the sole,
absolute and unlimited right throughout the
world, therefore, to protect the
Developments by patent, copyright, industrial design, trademark or
otherwise and
to make, have made, use, reconstruct,
repair, modify, reproduce, publish,
distribute and sell the Developments, in
whole or in part, or combine the
Developments with any other matter, or not use the
Developments at all, as the
Company sees fit.

5.4 Protection of Developments. The
Contractor does hereby agree that, both
before and after the termination of this Agreement, the Contractor
shall perform
such further acts and execute and deliver such further
instruments, writings,
documents and assurances (including, without
limitation, specific assignments
and other documentation which may be required anywhere in the
world to register
evidence of ownership of the rights assigned
pursuant hereto) as the Company
shall reasonably require in order to give full
effect to the true intent and
purpose of the assignment made under Section 0 hereof. If the
Company is for any
reason unable, after reasonable effort, to secure execution by the
Contractor on
documents needed to effect any registration or to
apply for or prosecute any
right or protection relating to
the Developments, the Contractor hereby
designates and appoints the Company and its duly authorized
officers and agents
as the Contractor's agent and attorney to act for and in the
Contractor's behalf
and stead to execute and file any such
document and do all other lawfully
permitted acts necessary or advisable in the
opinion of the Company to effect
such registration or to apply for or prosecute such
right or protection, with
the same legal force and effect as if executed by the
Contractor.

5.5 Remedies. The parties to this Agreement
recognize that any violation or
threatened violation by the Contractor of any of
the provisions contained in
this 0 will res

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